Scheme of Arrangement sanctioned by Court
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
31 October 2019
APC Technology Group PLC ("APC" or "the Company")
RECOMMENDED CASH OFFER
APC TECHNOLOGY GROUP PLC
SPECIALIST COMPONENTS LIMITED ("SPECIALIST COMPONENTS")
To be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement sanctioned by Court
The boards of directors of APC and Specialist Components are pleased to announce that, at a hearing held earlier today, the High Court of Justice in England and Wales (the "Court") sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended cash offer by Specialist Components for the entire issued and to be issued share capital of APC.
The Scheme remains conditional upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 1 November 2019 and a further announcement will be made at that time.
The last day of dealings in, and for registration of transfers and disablement in CREST of, Ordinary Shares is expected to be today. The Scheme Record Time will be 6.00 p.m. (UK time) today.
Following an application by APC to the London Stock Exchange, as was previously announced on 1 October 2019, trading in the Ordinary Shares will be suspended with effect from 7.30 a.m. (UK time) tomorrow.
APC has also made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of, and cessation of dealings in, the Ordinary Shares, in each case to be effective from 7.00 a.m. (UK time) on 4 November 2019.
On the Effective Date, share certificates in respect of the Ordinary Shares will cease to be valid and entitlements to Ordinary Shares held within the CREST system will be cancelled.
Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document relating to the Scheme dated 30 September 2019.
APC Technology Group plc
Tony Lochery, Non-Executive Chairman
Richard Hodgson, Chief Executive Officer
Tel: +44 (0)330 313 3220
(Financial Adviser, Nominated Adviser and Broker to APC)
Tel: +44 (0)207 408 4090
Specialist Components Limited
Jeremy Brade, Director
James Agnew, Director
Tel: +44 (0)207 640 3200
Strand Hanson Limited
(Financial Adviser to Specialist Components
and Harwood Capital LLP)
Tel: +44 (0)207 409 3494
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Specialist Components and Harwood Capital LLP and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Specialist Components and Harwood Capital LLP for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise.
Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to APC and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than APC for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein. Neither Shore Capital nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein or otherwise.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The Proposals are subject to the Conditions set out in the Scheme Document. The Proposals are being made solely pursuant to the disclosures and information contained in the Scheme Document (or any other document by which the Offer is made) which, together with the Forms of Proxy, contain the full terms and conditions of the Proposals. APC Shareholders are advised to read the Scheme Document (or any other document by which the Offer is made) carefully because it contains important information in relation to the Offer.
This announcement does not constitute a prospectus or prospectus equivalent document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of complying with the laws of England and Wales, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside of England and Wales.
The Scheme is governed by the laws of England and Wales. The Scheme is subject to the jurisdiction of the courts of England and Wales. The Offer is also subject to the applicable requirements of the Code, the Panel, the AIM Rules and the London Stock Exchange.
Unless otherwise determined by Specialist Components or required by the Code, and permitted by applicable law and regulation, the Offer is not being made available directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Scheme Document, the notices of Court Meeting and General Meeting, the Forms of Proxy and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in such jurisdictions. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for US investors
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.
APC and Specialist Components are incorporated under the laws of England and Wales and all of the officers and directors of APC and Specialist Components are residents of countries other than the United States. Accordingly, it may not be possible to sue APC and Specialist Components or their respective directors in a non-US court for violations of US securities laws. It may also be difficult to compel APC, Specialist Components and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The Offer, being implemented by way of the Scheme, is being made to acquire the entire issued and to be issued share capital of a company incorporated in England and Wales by way of a scheme of arrangement provided for under Part 26 of the Companies Act 2006. A transaction effected by way of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement and takeover offers, which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If Specialist Components determines to extend the offer into the US, the Offer will be made in compliance with applicable US laws and regulations. Financial information included in the Scheme Document has been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved or disapproved the Offer, nor have such authorities passed upon or determined the fairness of the Offer or the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
If the Offer is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.
No profit forecasts, quantified financial benefit statements or estimates
No statement in this announcement (or any information incorporated by reference into this announcement) is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period. No statement in this announcement should be interpreted to mean that earnings per APC Share for the current or future financial years would necessarily match or exceed the historical published earnings per APC Share.
Dealing and Opening Position Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of APC or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) APC and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (UK time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of APC or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of APC or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of APC or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) APC and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (UK time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of APC or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by APC and by any offeror and Dealing Disclosures must also be made by APC, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website and availability of hard copies
This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on APC's website at https://apcplc.com/investor-relations/recommended-cash-offer/ by no later than 12.00 noon (UK time) on the Business Day following the date of publication of this announcement.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.
APC Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge by contacting Neville Registrars on 0121 585 1131 from within the UK or +44 (0)121 585 1131 if calling from outside the UK between 9.00 a.m. to 5.00 p.m. (UK time), Monday to Friday (except public holidays in England and Wales) or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen B62 8HD. APC Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Proposals should be in hard copy form. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you.
All times shown in this announcement are UK times, unless otherwise stated.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.